Melinda Rogers-Hixon is photographed in her Toronto home on Nov. 25, 2021.Fred Lum/The Globe and Mail
Melinda Rogers-Hixon and Martha Rogers have launched a legal challenge to obtain board documents they say Rogers Communications Inc. RCI-B-T is withholding from them, the latest development in a long-standing feud between warring factions of the family that controls the telecom giant.
The court filing marks a re-escalation of the family dispute, which is again spilling into public view and highlighting disagreements about the governance of the country’s largest wireless carrier in the wake of the $20-billion takeover of Shaw Communications Inc.
The conflict, which divided the telecom’s board, resulted in chairman Edward Rogers replacing five of the company’s directors and the new board replacing the company’s then-CEO, Joe Natale, with its chief financial officer, Tony Staffieri.
Two of Mr. Rogers’s sisters are now asking the B.C. Supreme Court to order the company to provide them with documents containing information about the Shaw deal they say they need to make informed decisions and properly perform their duties as directors of the Toronto-based telecom. They allege the company’s refusal to give them access to the same information other directors are privy to is “oppressive and unfairly prejudicial” and are requesting the matter be heard promptly in light of board meetings scheduled for Nov. 7 and 8.
“Shareholders have a reasonable expectation that the company will be governed by all properly elected members of the board, and that the company will not limit or exclude the participation of any director. Shareholders should not suffer from directors being unable to exercise informed decision-making power as a result of unfair board practices,” the petition to the court reads.
The allegations have not been proven in court.
A statement sent by Rogers spokesperson Sarah Schmidt said the company “took reasonable steps to protect commercially sensitive information from a major competitor” due to a “clear conflict with the choice of legal counsel.”
“The petitioners could have resolved this issue at any time by selecting different legal counsel, and they chose not to do so. This matter should be resolved privately. We’ve demonstrated that we will not be distracted by these actions – we have significant momentum in the market, our merger is tracking ahead of plan, and we remain squarely focused on doing what’s right for our customers and stakeholders,” the statement said.
A spokesperson for Ms. Rogers and Ms. Rogers-Hixon declined to comment as the matter is before the courts.
In the fall of 2021, the two sisters were allied in an unsuccessful attempt to stop Mr. Rogers from reshaping the company’s upper ranks. The eldest of the four Rogers children, Lisa Rogers, took her brother’s side in the dispute, while their mother Loretta Rogers, who has since died, sided with her other daughters.
Mr. Rogers is also the chair of the Rogers Control Trust, which controls the company through its ownership of 97.5 per cent of the voting Class A shares.
The court documents reveal that the two sides in the dispute held discussions earlier this year in the hopes of privately resolving their differences, but those talks ended unsuccessfully in September.
In a Sept. 20 letter to Mr. Staffieri, Ms. Rogers-Hixon alleges that Mr. Rogers “reneged on a painstakingly negotiated agreement that would have resolved any and all issues within the family.”
The letter, which is attached as an exhibit to her Oct. 11 affidavit, appears to be a response to a request from Mr. Staffieri that Ms. Rogers-Hixon resign from the board of Maple Leaf Sports and Entertainment, the parent company of hockey’s Toronto Maple Leafs and basketball’s Toronto Raptors, which Rogers co-owns with BCE Inc. and Kilmer Sports, which is controlled by MLSE chairman Larry Tanenbaum.
Ms. Rogers-Hixon writes that “any suggestion” that her ability to fulfill her duties as a director of various Rogers companies “has somehow been compromised is not only false, but also appears to be fomented by my brother’s personal vendetta as opposed to the company’s best interests.
“It would breach all canons of corporate and fiduciary responsibility to allow an individual’s personal agenda and desire to extract negotiating leverage in a private family matter to dictate the corporate governance of Rogers. But that is what appears to be happening here,” Ms. Rogers-Hixon said in the letter to Mr. Staffieri.
She goes on to say she disagrees that her personal relationship with Mr. Tanenbaum compromises her ability to exercise her fiduciary duties, but that if Rogers’s nominating committee should “independently determine in good faith” that it’s in the company’s best interests to replace her with a company lawyer, she “will of course respect that decision.”
Ms. Rogers-Hixon was recently replaced on MLSE’s board with David Miller, the telecom’s former chief legal officer and a special adviser to Mr. Staffieri. Rogers has said Ms. Rogers-Hixon was “supportive of the change and resigned.”
The documents also reveal that in January, 2022, Loretta Rogers “took steps to challenge Edward Rogers’s management of the private trusts and his governance practices generally,” which Mr. Rogers and his lawyers opposed, and that the two sides subsequently agreed to a standstill aimed at preventing their conflict from jeopardizing the Shaw deal.
One of the disputes temporarily set aside under the standstill agreement involved Ms. Rogers-Hixon’s legal representation. At the onset of the family conflict, she had retained Walied Soliman, the Canadian chair of Norton Rose Fulbright. Rogers wanted her to terminate the firm, arguing that any information provided to Ms. Rogers-Hixon – or to Martha, with whom she is close – about the pending Shaw deal could make its way to the law firm’s other client, Telus Corp.
Under the standstill agreement, Ms. Rogers-Hixon and Martha were not provided materials relating to the Shaw deal and were instructed not to participate in meetings about the takeover.
However, the sisters allege the company is continuing to exclude them from certain board and committee meetings and to send them redacted documents even after the standstill expired with the successful closing of the deal, which occurred in April.
The sisters say they have written to company representatives – including Mr. Staffieri and the company’s chief legal officer – requesting access to the documents but have not heard back.
In the meantime, the company’s governance committee has restarted an investigation into Ms. Rogers-Hixon’s conduct “and the conduct of others,” according to the court filings.
“The investigation is intended to inform decisions that may be made about your status as a director of [Rogers],” reads an Oct. 2 letter from the company’s lead director, Rob Gemmell, to Ms. Rogers-Hixon.
Rogers is embroiled in a legal battle with Mr. Natale, who is seeking at least $24-million for wrongful dismissal and breach of contract. The telecom is arguing that its former CEO should return at least $15.4-million in severance payments because the company retroactively made his dismissal for cause after an independent investigation.
In his most recent court filing, Mr. Natale alleged that the company violated ethics by modifying board meeting minutes “to support its false version of events.” The telecom responded with a statement that it is “confident the courts will discern fact from fiction, including inaccuracies about the company’s actions.”